SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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NUTEK, INC.
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(Exact name of registrant as specified in its charter)
NEVADA 31-12440524
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(State or other Jurisdiction (I.R.S. Employer
of Incorporation or Organization) Identification
No.)
15722 Chemical Lane, Huntington Beach, CA 92649
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(Address of Principal Executive Offices) (Zip Code)
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CONSULTING SERVICES CONTRACT WITH
GIBRAN COTTON AND DONALD ROBERTS
(Full Title of Plan)
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Murray N. Conradie
Chief Executive Officer
15722 Chemical Lane
Huntington Beach, CA 92649
(Name and Address of agent for service)
714-799-7266
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(Telephone Number, including area code, of agent for service)
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Copy to:
Brian Dvorak, Esq
136 Arbor Way
Henderson, Nevada 89014
(702) 794-4992
1
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CALCULATION OF REGISTRATION FEE
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PROPOSED PROPOSED
MAXIMUM MAXIMUM
OFFERING AGGREGATE AMOUNT OF
TITLE OF SECURITIES AMOUNT TO BE PRICE OFFERING REGISTRATION
TO BE REGISTERED REGISTERED(1) PER UNIT PRICE FEE (2)
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Common Stock, 750,000 shares $0.20 $150,000 $39.60
par value
$.001 per share
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(1) The Offering Price is used solely for purposes of estimating the
registration fee pursuant to Rules 457(c)and 457(h)promulgated pursuant to the
Securities Act of 1933. The Offering Price is estimated as the average of the
bid and asked prices in March 2001.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
The following documents listed under this Part I and the documents
incorporated by reference under Item 3 of Part II to this Form S-8, taken
together, constitute a prospectus that meets the requirements of Section 10(a)
of the Securities Act, and are incorporated herein by reference.
ITEM 1. PLAN INFORMATION
The Company is offering shares of its common stock to the individual
participants, Gibran Cotton and Donald Roberts for consulting services
performed on the Company's behalf. (the "Consulting Services Contracts"). See
Exhibits 4.1 and 4.2. This issuance of shares is being made pursuant to a
Legal and Consulting Plan (the "Plan") adopted by the Board of Directors on
March 25, 2001. The Board has equated this number of shares to the value of
the consulting services provided or to be provided by these individuals. The
shares issued hereunder will not be subject to any resale restrictions. The
Plan is not qualified under ERISA. The following individuals will receive the
number of shares listed next to their names:
Gibran Cotton 450,000 for consulting services
Donald Roberts 300,000 for consulting services
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION
Written statement required to be provided to participants pursuant
to this Item 2:
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We will provide without charge to each participant in the
Consulting Services Contracts, upon written or oral request of such
person, a copy (without exhibits, unless such exhibits are specifically
incorporated by reference) of any or all of the documents incorporated
by reference pursuant to this Registration Statement. Requests may be
forwarded to Nutek, Inc., Murray N. Conradie, 15722 Chemical Lane
Huntington Beach, CA 92649, Phone: 714-799-7266.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The contents of the following documents filed by NUTEK, INC., a
Nevada corporation ("Nutek" or the "Registrant"), with the Securities
and Exchange Commission (the "Commission") are hereby incorporated into
this registration statement ("Registration Statement") by reference:
(i) Registrant's Registration Statement on Form 10-SB filed pursuant
to Section 12(g) of the Securities Exchange Act of 1934, as amended
("Exchange Act"), dated January 24, 2000; and
(ii) Registrant's quarterly reports on Form 10-QSB for the quarters
ended March 31, 2000, June 30, 2000 and September 30, 2000.
All documents filed by us with the Commission pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, subsequent to the filing
date of this Registration Statement and prior to the filing of a post-
effective amendment to this Registration Statement which indicates that
all securities offered have been sold or which registers all securities
then remaining unsold shall be deemed to be incorporated by reference in
this Registration Statement and to be a part hereof from the date of
filing such documents. We will provide without charge to each participant in
the written compensation contracts, upon written or oral request of such
person, a copy (without exhibits, unless such exhibits are specifically
incorporated by reference) of any or all of the documents incorporated by
reference pursuant to this Item 3.
ITEM 4. DESCRIPTION OF SECURITIES
Not Applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Neither the Registrant's Accountants nor any other experts named in the
registration statement has any equity or other interest in the Registrant.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Article XI of the Company's Articles of Incorporation for the Company
do contain provisions for indemnification of the officers and directors;
in addition, Section 78.751 of the Nevada General Corporation Laws
provides as follows: 78.751 Indemnification of officers, directors,
employees and agents; advance of expenses.
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1) A corporation may indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or
investigative, except an action by or in the right of the corporation,
by reason of the fact that he is or was a director, officer, employee or
agent of the corporation, or is or was serving at the request of the
corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise,
against expenses, including attorney's fees, judgments, fines and amounts
paid in settlement actually and reasonably incurred by him in
connection with the action, suitor proceeding if he acted in good faith
and in a manner which he reasonably believed to be in or not opposed to
the best interests of the corporation, and, with respect to any criminal
action or proceeding, had no reasonable cause to believe his conduct was
unlawful. The termination of any action, suit or proceeding by judgment,
order, settlement, conviction, or upon a plea of nolo contendere or its
equivalent, does not, of itself, create a presumption that the person did
not act in good faith and in a manner which he reasonably believed to be
in or not opposed to the best interests of the corporation, and that, with
respect to any criminal action or proceeding, he had reasonable cause to
believe that his conduct was unlawful.
2. A corporation may indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed
action or suit by or in the right of the corporation to procure a judgment
in its favor by reason of the fact that he is or was a director, officer,
employee or agent of the corporation, or is or was serving at the request
of the corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise against
expenses, including amounts paid in settlement and attorneys' fees actually
and reasonably incurred by him in connection with the defense or settlement
of the action or suit if he acted in good faith and in a manner which he
reasonably believed to be in or not opposed to the best interests of the
corporation. Indemnification may not be made for any claim, issue or matter
as to which such a person has been adjudged by a court of competent
jurisdiction, after exhaustion of all appeals therefrom, to be liable to
the corporation or for amounts paid in settlement to the corporation, unless
and only to the extent that the court in which the action or suit was brought
or other court of competent jurisdiction determines upon application that
in view of all the circumstances of the case, the person is fairly and
reasonably entitled to indemnity for such expenses as the court deems proper.
3. To the extent that a director, officer, employee or agent of a
corporation has been successful on the merits or otherwise in defense of
any action, suit or proceeding referred to in subsections 1 and 2, or in
defense of any claim, issue or matter therein, he must be indemnified by
the corporation against expenses, including attorneys' fees, actually and
reasonably incurred by him n connection with the defense.
4. Any indemnification under subsections 1 and 2, unless ordered by a
court or advanced pursuant to subsection 5, must be made by the corporation
only as authorized in the specific case upon a determination that
indemnification of the director, officer, employee or agent is proper in
the circumstances. The determination must be made: (a) By the stockholders:
(b) By the board of directors by majority vote of a quorum consisting of
directors who were not parties to act, suit or proceeding; (c) If a majority
vote of a quorum consisting of directors who were not parties to the act, suit
or proceeding so orders, by independent legal counsel in a written opinion;
or (d) If a quorum consisting of directors who were not parties to the act,
suit or proceeding cannot to obtained, by independent legal counsel in a
written opinion; or
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5. The articles of incorporation, the bylaws or an agreement made by the
corporation may provide that the expenses of officers and directors
incurred in defending a civil or criminal, suit or proceeding must be paid
by the corporation as they are incurred and in advance of the final
disposition of the action, suit or proceeding, upon receipt of an
undertaking by or on behalf of the director or officer to repay the amount
if it is ultimately determined by a court of competent jurisdiction that
he is not entitled to be indemnified by corporation. The provisions of this
subsection do not affect any rights to advancement of expenses to which
corporate personnel other than the directors or officers may be entitled
under any contract or otherwise by law.
6. The indemnification and advancement of expenses authorized in or
ordered by a court pursuant to this section: (a) Does not exclude any
other rights to which a person seeking indemnification or advancement of
expenses may be entitled under the articles of incorporation or any bylaw,
agreement, vote of stockholders or disinterested directors or otherwise,
for either an action in his official capacity or an action in another
capacity while holding his office, except that indemnification, unless
ordered by a court pursuant to subsection 2 or for the advancement of
expenses made pursuant to subsection 5, may not be made to or on behalf
of any director or officer if a final adjudication establishes that his
act or omissions involved intentional misconduct, fraud or a knowing
violation of the law and was material to the cause of action. (b) Continues
for a person who has ceased to be a director, officer, employee or agent
and endures to the benefit of the heirs, executors and administrators
of such a person.
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of
the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as
expressed in the Securities Act and is, therefore, unenforceable. In
the event that a claim for indemnification against such liabilities
(other than the payment by the Registrant of expenses incurred or paid
by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by
such director, officer or controlling person in connection with the
securities being registered, the Registrant will, unless in the opinion
of its counsel the matter has been settled by controlling precedent, submit
to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such
issue.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not Applicable.
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ITEM 8. EXHIBITS
Exhibit No. Description of Exhibits
3.1 Certificate of Incorporation of the Company (filed as
Exhibit 3.a to the Company's Registration Statement on Form
10-SB as filed with the Commission on January 24, 2000).
3.2 Certificate of Amendment of the Certificate of Incorporation
of the Company (filed as Exhibit 3.b to the Company's
Registration Statement on Form SB2 as filed with the
Commission on January 24, 2000).
3.3 Bylaws of the Company(filed as Exhibit 3.c to the Company's
Registration Statement on Form 10-SB2 as filed with the
Commission on January 24, 2000).
4.1 Consulting Services Contract dated March 30, 2001 between
Nutek, Inc. and Gibran Cotton.(filed herewith).
4.2 Consulting Services Contract dated March 30, 2001 between
Nutek, Inc. and Donald Roberts (filed herewith).
5.1 Opinion of Brian Dvorak, Esq. (filed herewith).
23.1 Consent of James L. Slayton, Certified Public Accountants
(filed herewith).
23.2 Consent of Brian Dvorak. (Included in Exhibit 5.1).
ITEM 9. UNDERTAKINGS
(a) UNDERTAKING TO UPDATE
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration Statement
to:
(i) include any prospectus required by section 10(a)(3) of
the Securities Act;
(ii) reflect in the prospectus any facts or events arising
after the effective date of the Registration Statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information in the
Registration Statement; and
(iii) include any material information with respect to the
plan of distribution not previously disclosed in the Registration
Statement or any material change to such information in the Registration
Statement;
PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed by
the Registrant pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934, as amended (the "Exchange Act") that are incorporated by
reference in the Registration Statement.
(2) That, for the purpose of determining any liability under
the Securities Act, each such post- effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be
deemed to be the initial BONA FIDE offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at
the termination of the offering.
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(b) UNDERTAKING WITH RESPECT TO DOCUMENTS INCORPORATED BY REFERENCE
The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act, each
filing of the Registrant's annual report pursuant to section 13(a) or
section 15(d) of the Exchange Act that is incorporated by reference in
this Registration Statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering
of such securities at that time shall be deemed to be the initial BONA
FIDE offering thereof.
(c) UNDERTAKING WITH RESPECT TO INDEMNIFICATION
Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Securities Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by
the Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the Registrant
will, unless in the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the final adjudication
of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused
this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in Huntington Beach, State of
California, on this 2nd day of April 2001.
NUTEK, INC.
By:
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Murray N. Conradie
CHIEF EXECUTIVE OFFICER
In accordance with the requirements of the Securities Act of 1933,
this Registration Statement has been signed by the following persons in
the capacities indicated and on this 2nd day of April, 2001.
SIGNATURE TITLE
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/s/ Murray N. Conradie Chief Executive Officer and Chairman
---------------------------------- of the Board (principal executive
Murray N. Conradie officer); Chief Financial Officer
/s/ Donald Hejmanowski Corporate Secretary
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Donald Hejmanowski
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INDEX TO EXHIBITS
Exhibit No. Description of Exhibits
3.1 Certificate of Incorporation of the Company (filed as
Exhibit 3.a to the Company's Registration Statement on Form
10-SB as filed with the Commission on January 24, 2000).
3.2 Certificate of Amendment of the Certificate of Incorporation
of the Company (filed as Exhibit 3.b to the Company's
Registration Statement on Form SB2 as filed with the
Commission on January 24, 2000).
3.3 Bylaws of the Company(filed as Exhibit 3.c to the Company's
Registration Statement on Form 10-SB2 as filed with the
Commission on January 24, 2000).
4.1 Consulting Services Contract dated March 30, 2001 between
Nutek, Inc. and Gibran Cotton.(filed herewith).
4.2 Consulting Services Contract dated March 30, 2001 between
Nutek, Inc. and Donald Roberts (filed herewith).
5.1 Opinion of Brian Dvorak, Esq. (filed herewith).
23.1 Consent of James L. Slayton, Certified Public Accountants
(filed herewith).
23.2 Consent of Brian Dvorak, Esq. (Included in Exhibit 5.1).
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